Beruflich Dokumente
Kultur Dokumente
The problem is dire, but solutions are attainable. We can fix market structure to support
the IPO and listed markets and to drive growth — and Congress and the SEC can lead
the way toward adding billions in tax revenue to the U.S. Treasury without costing
taxpayers a dime.
The data used in this report has not, to the best of our knowledge, been compiled previously in this form. It
comes from a number of sources, including the World Federation of Exchanges, and from direct interaction with
major stock exchanges.
Grant Thornton LLP recognizes the following individuals for their contributions to this study. Their
understanding of the role that properly functioning capital markets should play in lifting up the economy, and
their passion in contributing to a better America, have been invaluable.
Without their wisdom, insight and encouragement, this study would be a much lesser piece.
Mike Halloran — Former Counselor to Chairman and Deputy Chief of Staff of the SEC (Securities and
Exchange Commission) and current partner of Kirkpatrick Stockton LLP. In his role as Counselor to the
Chairman, Mike advised the Chairman on the SEC’s program to promote investor protection and capital
formation, and acted as primary legal counsel to the Chairman. He also served for seven years as General Counsel
of Bank of America.
Pascal Levensohn — Founder of Levensohn Venture Partners, Board Member of the National Venture Capital
Association and life member of the Council on Foreign Relations. Pascal has spoken broadly on threats to U.S.
innovation and competitiveness, and the implication to U.S. security interests. He was a keynote speaker at the
March 2009 Cybersecurity Applications and Technologies Conference for Homeland Security (CATCH) in
Washington, D.C.
Barry Silbert — Founder and CEO of SecondMarket, the marketplace for illiquid assets. Barry recently was
named to Treasury & Risk’s list of the “100 Most Influential People in Finance.” Matching buyers and sellers in
many non-public companies — including Facebook, Twitter and Tesla Motors — SecondMarket was named by
AlwaysOn Media as the top start-up in the entire Northeast, and by BusinessWeek as one of the “Top Fifty Tech
Startups You Should Know.”
Chuck Newhall and Dick Kramlich — Co-founders of New Enterprise Associates and “Deans” of the venture
capital business.
Steve Bochman — CEO of Wilson Sonsini, Phil Wickham — CEO of Kaufman Fellows, Steve Wesley —
Wesley Capital, and former Comptroller of California Kate Mitchell — Managing Partner of Scale Ventures and
vice chairman of the NVCA.
Index
Executive Summary
Chapter 1. The Great Depression in Listings
Epilogue
Appendices:
The study is based on a thorough analysis of global stock market listings by authors David Weild and Edward
Kim, Senior Advisors at Grant Thornton LLP, using data from a number of sources, including the World
Federation of Exchanges, and from direct interaction with major stock exchanges. The data used in this report
has not, to the best of the authors’ knowledge, been compiled previously in this form.
The study demonstrates that changes to market structure over the last 10 years have had a severe negative effect
on the number of publicly listed companies in the United States.
x The United States listed markets are in secular decline (based on declines in the number of listed
companies)
o Since 1991, the number of U.S. exchange-listed companies is down by more than 22% and down
by fully 53% when allowing for real (inflation-adjusted) GDP growth.
o Since 1997 — the peak year for U.S. listings — this number has declined by nearly 39%. (55%
when allowing for real GDP growth)
x Asia is far outpacing the United States (based on growth rates of listed companies).
o Asia’s growth in listed companies is even faster than its GDP growth rate.
o The number of listed companies in Hong Kong, a gateway to China, has nearly doubled since
1997.
x The United States’ capacity to generate new listings is well below replacement needs. Without the action
of Congress or the SEC, U.S. listed markets will continue to decline.
o 360 new listings per year are required merely to maintain a “steady state” number of listed
companies in the U.S. — a number we’ve not approached since 2000. In fact, we have averaged
fewer than 166 IPOs per year since 2001, with only 54 in 2008.
o 520 new listings per year would be required to grow the U.S. listed markets at 3% per annum –
roughly in line with GDP growth.
x Small business is impacted — 47% of all IPOs are historically neither venture capital nor private equity
funded.
x 22 million jobs may have been lost because of our broken IPO market.
x The solutions offered will help get the U.S. back on track by:
o Creating high quality jobs
o Driving economic growth
o Improving U.S. competitiveness
o Increasing the tax base and decreasing the U.S. budget deficit
o Not costing the U.S. taxpayer a dime
x These solutions are easily adopted since they:
o Create new capital markets options while preserving current options
o Expand choice for consumers and issuers
o Preserve SEC oversight and disclosure, including Sarbanes Oxley, in the public market solution.
o Reserve private market participation to only “qualified” investors thus protecting those investors
that need protection.
x These solutions would refocus a significant portion of Wall Street on rebuilding the U.S. economy.
Today, capital formation in the U.S. is on life support. Small IPOs from all sources – venture capital, private
equity and private enterprise - are all nearly extinct and have been for a decade. Within the venture capital
universe, the average time from first venture investment to IPO has more than doubled. Meanwhile, stock market
volatility, a measure of risk, has broken all records.1 Retirement accounts have been laid to waste. The opportunity
for millions of potential jobs has been lost, while some in the generation nearing or in retirement are now forced
to postpone or come out of retirement.2
The lack of new listings is not a problem that is narrowly confined. Rather, it is a severe dysfunction that affects
the macro economy of the U.S. — with grave consequences for current and future generations.
The authors argue that the root cause of “The Great Depression in Listings” is not Sarbanes-Oxley, as some will
suggest. Rather, it is what they call “The Great Delisting Machine,” an array of regulatory changes that were
meant to advance low-cost trading but have had the unintended consequence of stripping economic support for
the value components (quality sell-side research, capital commitment and sales) that are needed to support
markets, especially for smaller capitalization companies.
Underappreciated a decade ago is the fact that higher transaction costs actually subsidized services that supported
investors, while lower transaction costs have accommodated trading interests and fueled the growth of “day
traders,” “high-frequency trading,” that have spawned the age of “Casino Capitalism.” The result — investors,
issuers and the economy have all been harmed.
The authors make recommendations for improvements to both public and private stock markets in the United
States so those markets once again are capable of supporting capital formation and economic growth. The
authors urge Congress and the SEC to hold immediate hearings to understand why the U.S. markets have shed
listings at a faster rate than any other developed market, and to pursue solutions that, together with thoughtful
oversight, will advance the U.S. economy, grow jobs, better protect consumers and reduce the deficit — all
without requiring major expenditures by the U.S. government:
x Alternative Public Market Segment: A public market solution that provides an economic model to
support the “value components” (research, sales and capital commitment) in the marketplace. This
1
See CBOE Volatility Index in Exhibit 26 and the period in late 2008 where Credit Crisis volatility was seen to be twice
that of the Dot-Com Bubble and subsequent aftermath. Have computer automation and low-cost execution added to
systemic risk and the destruction of portfolio values experienced during the Credit Crisis?
2
Healy, Jack, “Back Into the Deep End: Cautiously, Investors Look to Stocks to Rebuild 401(k)’s,” New York Times,
September 11, 2009, p. B1. The caption of the photo accompanying the article reads, “Joe Mancini of Fredericksburg,
VA, has losses on his portfolio of around 30% and has had to put off his retirement.”
x Enhancements to the Private Market: A private market solution that enables the creation of a qualified
investor marketplace consisting of both institutional investors and large accredited investors that allows
issuers to defer many of the costs associated with becoming a public company before they are ready for
an IPO. This market would serve as an important bridge to an IPO.
The existence of 5,401 listed companies (excluding funds) in the United States as of December 31, 2008, suggests
that — due to changes in market structure — the United States may have failed to benefit from the economic
fruits of nearly 11,000 publicly listed companies.
3
A “listed” company in the United States is an operating company whose primary listing is on The New York Stock
Exchange, the American Stock Exchange (acquired by the NYSE in October 2008), or The NASDAQ Stock Market.
Companies whose shares are quoted on the Over-the-Counter Bulletin Board (OTCBB) or Pink Sheets are not
considered “listed.” The data in this study excludes listed funds.
4
Real inflation-adjusted GDP data from U.S. Department of Agriculture, Economic Research Service, based in 2005
US$.
If market structure is failing to support the micromarket7 for individual listed companies, how can it serve
investors? How can it be efficient? How can it facilitate capital formation?
It can’t.
Note to Design: Repeat as call out copy
The decline in the number of U.S. listed companies has cost our economy millions of potential jobs.
The Great Depression in Listings has profound negative economic implications and deserves immediate action
from the Administration, Congress, and the U.S. Securities and Exchange Commission (“SEC”). This crisis
contributes to greater U.S. budget deficits. With increased access to equity capital, and market structure that better
supports issuers, we would see increased productivity, job growth and capital gains, which drive tax revenue for
the U.S. Treasury. Unlike deficit spending, fixing market structure offers material support to U.S. economic
growth without adding to budget deficits.
We issue a “call to action” at the end of this report, offering recommendations for restoring both public and
private stock markets in the United States so once again they are capable of supporting capital formation and
economic growth.
“Bespoke” (Limited edition) markets are more costly and labor intensive than “Wholesale” (Mass
production) markets. The economic model created by current regulation does not support the necessary
ecosystem (e.g., equity research, capital commitment and sales support) to support small capitalization
stocks.
5
In 2009 in the wake of the Credit Crisis and decline in share prices, the NYSE and NASDAQ instituted a moratorium
on delisting companies that failed to maintain the $1 per share minimum price. In addition, the NYSE moved to
permanently reduce its minimum market capitalization standards from $25 million to $15 million. Press reports have
recently concluded that once the moratorium is lifted, there may be as many as 350 additional companies delisted — a
further decline of 6.5% in the number of listings — despite the approximately 50% increase in major stock market
indices off their recent lows.
6
See NYSE Press Release dated February 26, 2009 entitled “NYSE to Extend, Expand Temporary Easing of Continued-
Listing Standards, Extends Temporary Lowering of Average Global Market Cap. Standard to $15mln to June 30,
Temporarily Suspends its $1 Minimum Price Requirement.” (http://www.nyse.com/press/1235647172819.html). See
also NASDAQ filing on July 13, 2009 of Form 19b-4 with the SEC for their continuation of suspension request of the
bid price maintenance rules (http://www.nasdaq.net/publicpages/assets/SR-NASDAQ-2009-069.pdf)
7
A “micromarket” is the market for an individual security. In the equities markets, the underlying micromarket for a
common stock will vary greatly as a function of such factors as: size (market cap and float), industry, index inclusions,
ETF inclusions, ownership structure (retail vs. institutional; hedge fund vs. mutual funds, etc.), database exposure (e.g.,
First Call, Reuters Multex, and coverage by sell- and increasingly buy-side analysts.
It was a time when the U.S. stock market worked
… when bond ratings were trusted
… when banks competed to
lend money. Not so anymore.
Declines in the number of U.S. listed companies are much greater than those of other developed countries. The
small IPO, once the mainstay of the new issues market, is now nearly extinct.10 The venture capital industry is
threatened as the number of venture-funded IPOs is at an all-time low, and the average time from first venture
investment to IPO has more than doubled.11 Market volatility, a measure of risk, has broken all records12.
Retirement accounts have been laid to waste. Some in the generation nearing or in retirement are now forced to
postpone or come out of retirement13.
Such conditions suggest a failing U.S. stock market that may not
x adequately serve investors (investors may be losing money14 unnecessarily),
x maintain efficient markets (share prices more often detaching from fundamentals), and
x facilitate capital formation (the IPO market is crippled).15
8
Cox, J., “U.S. Success Draws Envy,” USA Today, August 3, 2000.
9
Ibbotson & Associates, “Stocks, Bonds, Bills and Inflation 2000 Yearbook”
10
“Why are IPOs in the ICU?” by David Weild and Edward Kim, published by Grant Thornton LLP.
11
According to the National Venture Capital Association’s “NVCA 4-Pillar Plan to Restore Liquidity in the U.S.
Venture Capital Industry,” dated April 29/30 2009 and authored by Dixon Doll and Mark Heesen, the median age of a
venture-funded IPO in 1998 was 4.5 years, and this “gestation period” had elongated to 9.6 years by 2008. See also Dow
Jones VentureSource.
12
See CBOE Volatility Index in Exhibit 26 and the period in late 2008 where Credit Crisis volatility was seen to be
twice that of the Dot-Com Bubble and subsequent aftermath. Have computer automation and low-cost execution added
to systemic risk and the destruction of portfolio values experienced during the Credit Crisis?
13
Healy, Jack, “Back Into the Deep End: Cautiously, Investors Look to Stocks to Rebuild 401(k)’s”, New York Times,
September 11, 2009, p. B. The caption of the photo accompanying the article reads, “Joe Mancini of Fredericksburg, Va,
has losses on his portfolio of around 30% and has had to put off his retirement.”
14
The rate of delistings of small companies continues to be high and there has been an expansion in use of forms of
finance, especially PIPEs (private investments in public equity), that can be dilutive and exclude retail investor
participation. In addition, institutional portfolio managers have commented to us that small and microcap stocks may
trade at larger discounts than they once did due in part to insufficient research attention, both by institutional investors
and Wall Street, on small capitalization and micro capitalization stocks.
15
Paraphrased from the mission statement of the SEC which can be found at http://www.sec.gov/about/whatwedo.shtml
and reads, “The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly,
and efficient markets, and facilitate capital formation.”
Charts are indexed to 100 starting in 1997 — the peak of U.S. listings — to illustrate how the world has changed
during the period leading up to and since that year.
Prior to 1997, the United States was performing in line with other developed markets. Subsequent to 1997, the
United States demonstrates a precipitous decline in population of listed companies relative to other developed
markets. The decline for the United States is particularly dramatic when weighted for changes in real GDP
(Exhibit 3) over this time period (1991 to 2008).
There is no correlation between the decline in listings in the U.S. and U.S. market performance relative to other
countries. Note that these indices generally are made up of large capitalization stocks and are market weighted.
Clearly, while market structure in the United States may be working for large capitalization companies, it is
systematically degrading the value of small capitalization companies.
(Note to designer, can you put the three charts in one column, first Amex, then NASDAQ and then NYSE, with
the copy on the side.)
The data in Exhibits 5 through 7 demonstrate that the decline in listings appears to have begun at the exchange
with the smallest listed companies, AMEX, followed then by NASDAQ, and ending at the exchange with the
largest listed companies, NYSE. This observation is consistent with the thesis that market structure changes
began to erode support for small cap stocks. It is also consistent with the thesis that the combined weight of a
series of changes eventually may work its way up to damage the support for larger companies.
16
The NYSE delayed the onset of its listings decline by modifying its listing standards in June of 1998 to better compete
for NASDAQ listings. See Wall Street Journal article dated June 5, 1998 and entitled, “The Big Board Overhauls
Standards for Stock Listings” plus Philadelphia Enquirer p. D3 appearing June 6, 1998, entitled, “NYSE Seeks to
Change Rules, Partly to Lure NASDAQ Firms.”
In 2008, while there were 54 IPOs,17 there were 303 net listings lost on the NYSE (including AMEX)
and NASDAQ.18 To maintain the same number of listings from the prior year (steady state), 303
additional new listings — a total of 357 new listings19 (mostly IPOs) — would have been required. The
steady state, or equilibrium level, has averaged 360 new listings per year since 2004 (Exhibit 8).20
We have calculated relatively similar “replacement” needs for both the NYSE and NASDAQ to reach steady state
in numbers of listings — a surprising result in that the NYSE’s listing standards are perceptibly higher. We
understood that outcome, however, when we considered that the NYSE acquired AMEX and Arca, thus actively
expanding its “total addressable market” of IPOs by broadening its listing standards. Today, ceteris paribus, the
NYSE would need at least 171 IPOs (Exhibit 9) per year to avoid further declines, while NASDAQ would require
189 IPOs (Exhibit 10). Under current market structure, we see nothing to prevent continued shrinkage of the
United States equities markets by at least 300 companies in 2009 and by at least 100 companies per year for the
next decade.
17
Source: Dealogic. Number of IPOs excluding closed-end funds.
18
Source: World Federation of Exchanges, NYSE Euronext, NASDAQ Stock Market. Includes NYSE (main board,
Arca and Amex) and NASDAQ stock listings. Excludes closed-end funds.
19
“New listings” are derived from several sources including: (1) IPOs (by far the largest segment), (2) listings that move
from one exchange to another (typically a zero sum game within the United States), (3) from spinouts of larger
corporations (although many of these also include a capital raise and show up as IPOs) and (4) from public companies
that list from the bulletin board or over-the-counter markets. The overwhelming majority of “new listings” have
historically come from the IPO market. “Delistings” also come from a number of sources including, (1) Forced delisting
for failure to maintain listing standards (such as the $1 minimum price rule) and (2) Mergers and acquisitions.
20
The reader should note that the “Steady state” number of new listings will vary with the size of the market. A larger
market requires more listings every year to maintain equilibrium. A smaller market requires fewer listings. For example,
in the most extreme case where the size of the listed market was 0 (zero) listings, zero new listings would be required to
maintain the size of the market at zero.
This is at once a wake-up call for the United States and a cautionary tale to foreign stock markets that the U.S.
model of high speed, low-cost trading and automation may undermine the public market feeder system (small
IPOs) that supports economic growth and the growth of stock markets.
Call out
Listings in the U.S. peaked in 1997 and have been in steady decline each year thereafter. In absolute terms, U.S.
listings are down 38.8% since 1997, or 54.5% on a GDP-adjusted basis.
The following provides a summary for North America, Europe and Asia.
(Note to designer, put each continent in a box, may need their own page.)
Exhibit 12 shows that listings in the U.S. peaked in 1997 and have been in steady decline each year thereafter. In
absolute terms, U.S. listings are down 38.8% since 1997, or 54.5% on a GDP-adjusted basis. (See Appendix 1 for
charts indexed to 1997 peak.)
Compare this to Canada (Exhibit 13), which experienced substantial absolute growth of 38% in the number of
listings22 from 1991 to 2008 and of 10.6% since 1997.
21
See “Why are IPOs in the ICU?” by David Weild and Edward Kim, November 2008
22
Please note that while the Toronto Stock Exchange acquired the Canadian Venture Exchange in 2001 which was
then renamed the TSX Venture Exchange, these listings numbers and trends do not include companies listed on
the TSX Venture Exchange.
The LSE (Exhibit 14) shows 10.3% absolute growth in the number of listed companies since 1991, though it
shows a 29% decline on a GDP weighted basis. This contrasts markedly with the United States, where the decline
since 1991 was 22% in absolute terms and 55% when weighted for changes to real GDP. The LSE has grown
since 1997 by 15.4%, which is a decline of 13.4% when adjusted for GDP. Our LSE numbers include the
Alternative Investment Market (AIM), and while there is likely some benefit from companies listing in London
that historically (prior to Sarbanes-Oxley) might have preferred the United States, our review (see U.S. vs. UK
discussion under “North America”) suggests that the UK market was much closer to maximizing its listing
potential than other markets.
The Borsa Italiana sustained a steady growth trajectory since 1991 — up 12.4% — and accelerated up 25.5%
since 1997 (Exhibit 15). Borsa Italiana was acquired by the LSE in 2007, but listings data is still available
separately. At the end of 2008, Borsa Italiana launched AIM Italia with the help of the LSE. As a result, and
assuming this market takes root, we expect to see continued accelerated growth in the number of listings (and the
economy) in Italy over the next decade.
Our Deutsche Börse data sample goes back only to 1997 (during the Dot-Com Bubble), yet despite being
indexed to 1997 at an expected already-elevated base, Deutsche Börse’s listings base posted growth in both
absolute (up 35.7%) and real-GDP adjusted terms (up 14.6%). (See Exhibit 16.) Interestingly, the Deutsche Börse
opened and closed the Neuer Markt (the German entry to compete for earlier staged listings against LSE’s AIM)
over this period. Even with the loss of that lower-standard market, it was able to end the decade with gains.
The number of listings on the Hong Kong Stock Exchange has more than tripled since 1991 (up 253.2%), and
growth in listings during this period has even exceeded real growth in GDP by more than two-thirds (up 67%).
(Exhibit 18.) Growth since 1997 has been a robust 91.6%, or 22.7% adjusted. Much of this growth is attributable
to the large number of state sponsored enterprises that would never have listed on an exchange outside of Hong
Kong or China. The Australian Stock Exchange has experienced strong absolute growth (up 99.9%), but modest
growth when weighted for real growth in GDP (up 9.4%) (Exhibit 19) — that market has grown 64.8% since
1997, or 14.4% adjusted.
Undoubtedly, these governments, markets and their regulators are pursuing strategies that are intended to support
economic growth.
The United States has been engaged in a longstanding experiment to cut commission and trading costs. What is
lacking in this process is the understanding that higher transaction costs actually subsidized services that
supported investors, while lower transaction costs accommodate trading interests and enable the growth of “day
traders,” “high-frequency trading,” and the age of “Casino Capitalism.”
The Great Depression in Listings was caused by a confluence of technological, legislative and regulatory events
— termed The Great Delisting Machine — that started in 1996, before the 1997 peak year for U.S. listings. We
believe cost-cutting advocates have gone overboard in a misguided attempt to benefit investors. The result —
investors, issuers and the economy have all been harmed.
Note to designers, create timeline in a box -- If this text is going into a "graphic-type" box, the 2
footnotes need different treatment from main text
The Great Delisting Machine Timeline
The Root Cause - Two phenomena are the root cause of The Great Depression in Listings that began in 1997:23
x The advent of Online Brokerage (1996), which disintermediated the retail broker who bought and sold
small cap stocks. Retail salesmen, once the mainstay story-telling engine driving small cap stocks, had
been chased from the business by the introduction of unbundled trading. (Unbundled trades separated
commissions into discrete payments for research and trade execution, and online brokerage.)
x The advent of new Order Handling Rules (1997) by which ECNs were required to link with a
registered exchange or the NASD, allowing exchange or NASD members to execute their trades against
ECN orders inside the public bid and offer, thus eroding the economics that enabled capital
commitment, sales and research support.
Compounding Factors - A number of other factors compounded the IPO Crisis and listings market decline, but
each came after 1997, and thus did not precipitate The Great Depression in Listings:
x Decimalization (2001) — While the conversion of trading spreads from quarter and eighth fractions to
pennies may not have triggered the decline, it certainly exacerbated it by ensuring that the U.S. listings
market would not offer adequate trading spread to compensate firms to provide the market making, sales
and research support.
x The passage of Sarbanes-Oxley (2002) — Given its timing well after the onset of the listings decline,
SOX clearly is not the precipitating factor in the Great Depression in Listings and the IPO Crisis.
However, public companies have incurred significant incremental costs in establishing, testing and
certifying internal controls due to its passage and implementation. These costs likely have fueled some
delistings and served to dissuade some companies from going public. However, since its passage, SOX
compliance costs have declined and should continue to decline.24
x The Global Research Settlement (2003) — Given that small capitalization stock coverage became
unprofitable, the separation of research from banking eliminated banking compensation for analysts that
was the last revenue source used to offset the opportunity cost analysts incur by covering fewer large
capitalization stocks. Large capitalizations stocks are by definition, held by many times more investors
than small capitalization stocks. More investors per stock leads to greater demand and reputation for the
23
See “Why are IPOs in the ICU?” by David Weild and Edward Kim, November 2008
24
See Financial Executives International (FEI) survey News Release dated April 30, 2008, which states, “Companies
reported requiring an average of 11,100 people hours internally to comply with Section 404 in 2007, representing a
decrease of 8.6% from the previous year” and “Auditor attestation fees paid by accelerated filers…representing a 5.4%
decrease from 2006.”
As these events took shape, the managements of several investment banks that had catered to small public
companies and specialized in IPOs anticipated the erosion of their economic model. They quickly sold to
commercial banks, pending passage in 1999 of Gramm-Leach-Bliley, which ended the separation between
commercial and investment banking.
Side bar:
The Last of the Four Horsemen (investment banks that catered to emerging growth companies)
In June 1997, Robertson Stephens was sold to BankAmerica for $540 million. The combined firm would operate
as BancAmerica Robertson Stephens for 11 months. That same year, NationsBank Corporation acquired
Montgomery Securities, and Alex. Brown & Sons was bought by Bankers Trust. By the end of 1997, three of the
Four Horsemen were absorbed into commercial banks at precisely the time that the number of NASDAQ listed
companies began a secular decline. The last of the Four Horsemen, Hambrecht & Quist, was sold to Chase
Manhattan Bank in September 1999.
David Weild recalls a meeting of NASDAQ’s operating committee when he was its Vice Chairman:
“It was in the immediate aftermath of the Internet bubble, and NASDAQ’s issuer services group had
been advocating lower listing maintenance standards to save hundreds, maybe thousands, of public
companies from certain delisting. We suspected that certain hedge funds were naked shorting stocks to
depress their price below the minimum price they needed to maintain to stay listed. It was clear to us that
the transition to penny spread increments had stripped market makers of their ability to commit capital
and remarket shares, thus eliminating sorely needed support.”
Casino Capitalism
Call out
The results of low transaction-cost Casino Capitalism are that short-term, high-frequency traders are squeezing
out long-term investors, the listed market for public companies is in decline, and this decline is taking the U.S.
economy with it.
Issuer transparency through SEC-mandated disclosure is the very foundation of investor confidence.
Unfortunately, transparency does not extend to all corners of the public markets. Different standards apply to
brokerage firms and ’40 Act Companies, and hedge funds have no compliance standards. With the onslaught of
new products and venues, opaqueness and risk have amplified for citizens, and short-term, high-frequency traders
have replaced long-term, quality investors for companies — all through the proliferation of:
x Black pools (opaque, anonymous trade execution venues used by institutions away from traditional
exchanges) — Approximately 40 black pools are said to be operating in the United States.
x Hedge funds — An estimated 8,800 hedge funds are responsible for 30% of stock trading volume in the
United States,25 yet they are not required to disclose anything, including trading activity or use of leverage.
25
“Testimony Concerning the Regulation of Hedge Funds” by SEC Chairman Christopher Cox, July 25, 2006 before the
Senate Committee on Banking, Housing and Urban Affairs. see
http://www.sec.gov/news/testimony/2006/ts072506cc.htm.
x OTC derivatives and credit-default swaps — These products may depend on offsetting transactions in
traditional equity, debt and options markets. Systemic risk elevates significantly due to lack of a single
regulator and central clearing party to oversee all related-market transactions.
x Credit surrogates — When security complexity made it impossible for investors to conduct their own
analysis, they relied on ratings from ratings agencies and insurers. The ratings proved to be overly optimistic
— especially those of CDOs of ABSs and CDOs of CDOs (CDO-squared) whose complexity exceeded the
analytical and risk management capabilities of the most sophisticated market participants.
26
JP Morgan Report Dated September 19, 2008, “SEC restrictions will curb some short sales”
Call out
The small and micro cap markets have in many ways become a Hotel California – companies check in but they
can’t check out (except through delisting, bankruptcy or acquisition).
We believe stock valuations in the microcap segment would be depressed systemically relative to larger
capitalization segments of the stock market. This niche would thus lend itself to “going private transactions”
where control could be purchased at attractive prices.
Professionals working in the microcap (sub-$250 million market cap) niche confirmed29 that microcap valuations
are often “depressed” and significantly lower than even private market valuations, and that the opportunity to
eliminate public company expenses made these depressed microcap companies extreme “bargains” on paper.
They also confirmed that serious structural impediments in this market thwart genuine efforts to take these
companies private (and thus begin the clean-up of what has become a comparable valuation30 nightmare for other
companies considering an IPO).
In larger capitalization segments of the market, arbitrageurs accumulate stock from shareholders at or near the
tender price of a proposed acquisition. These arbitrageurs do not have long-term investment interest and thus will
vote for such a transaction. Arbitrage activity, therefore, is seen as a key enabler to a successful “going private”
transaction. However, the professional arbitrage funds generally do not participate in sub-$250 million public-to-
private transactions because of their small size (these transactions are not large enough to add significant return to
their portfolios) and the risk perceived due to the lower liquidity in the shares of smaller companies.
Thus, the small and micro cap markets have in many ways become a “Hotel California” — companies check in
but they can’t check out by going private (except through delisting, bankruptcy or acquisition), providing yet
another disincentive to going public.
27
Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. 2006)
28
“Testimony Concerning the Regulation of Hedge Funds” by SEC Chairman Christopher Cox, July 25, 2006, before the
Senate Committee on Banking, Housing and Urban Affairs. see
http://www.sec.gov/news/testimony/2006/ts072506cc.htm.
29
Discussions held with portfolio managers in March and April 2009.
30
Initial Public Offerings typically are marketed and priced at a valuation discount to “comparable” companies. Thus,
when small and microcap stocks trade at discounted valuations to companies in the private market (which is usually the
case), the low-priced microcaps — serving as comparables for pricing purposes — seriously dilute IPO prices.
31
In 2006 Steven Buell, then-Director of the Research Committee for the SIA (Securities Industry Association, known
currently as SIFMA), used the term “brain drain” to describe this phenomenon.
This cliché is particularly apt for small capitalization stocks: “Stocks are sold, they are not bought.” As the
industry sheds “stock sellers” (retail stockbrokers, research analysts and institutional sales-traders), it comes as no
surprise that the markets are destroying, rather than adding, value. The market structure that might work well for
a large cap stock, simultaneously causes erosion in the value of small-cap stocks.
One of this study’s reviewers asked, “If investors would be better off with retail brokers in the middle, why
wouldn’t the free market still provide a mechanism for them? It seems that a retail salesman, doing his homework
and creating value for his clients, would have a sustainable business.”
Unfortunately, during the Dot-Com Bubble, online brokerage shattered the integrity of the high-touch retail
brokerage model in much the same way that Napster shattered the pricing model for the music industry.
Individual investors would take the advice of retail brokers, but not pay for it — instead, they would execute their
recommendations through a discount online brokerage firm. In this way, online brokerage destroyed the
economic model for the broker-intermediated retail investment business. While Intel and General Electric —
because of their size — never lack attention, most small stocks need research, sales and capital support to sustain
reasonable valuations and liquidity.
As you will recall, in 1998 Long Term Capital Management, a highly leveraged hedge fund — $125 billion
borrowed on less than $5 billion in equity — nearly collapsed the U.S. system. The Federal Reserve organized a
rescue that included many of the investment banks. One might think that Congress would have acted years ago to
put the Fed and the SEC in a position to better control for these risks.
The question that is troubling many is, “Do extreme low-cost automated (algorithmic) markets increase systemic
risk?” We believe they do increase systemic risk.
The authors invested considerable time trying to find measures of market quality trends, including volatility,
specific to small- and micro-capitalization stocks. We could find no volatility indices, analogous to the CBOE
Volatility Index, that measure volatility in small- and micro-capitalization stocks. However, it is clear that the
market has become two-tiered and that exchange traded funds and the high-frequency trading community may
avoid small- and micro-capitalization stocks33 which has the effect of structurally diverting at least some
investment capital away from this sector.
Side box
Liquidity is best defined by Amivest (FactSet). It asks, “How much of this security can an investor buy or sell in a
defined period of time before that investor moves the security more than 1% in price?”
Various factors negatively impact liquidity, including:
32
“Liquidity” is a function of both volume and volatility. Liquidity is positively correlated to volume and negatively
correlated to volatility. A stock is said to be liquid if an investor can move a high volume without moving the price of
that stock materially. If the stock price moves in response to the purchase or sale of shares, the stock is said to be illiquid
and the higher price movement is evidence of higher stock price volatility.
33
Rogow, Geoffrey, “Small-Caps Are Missing Out On High-Frequency Trading Benefits,” Wall Street Journal Online,
September 16, 2009 ( http://online.wsj.com/article/SB125306075442314147.html)
We now have so many computers buying and selling stocks, one has to wonder if anyone remains — other than
management — to tell company stories to investors. This is an unintended consequence of the compensation-
crushing trifecta of:
x online brokerage (commission compression),
x order-handling rules and decimalization (spread compression), and
x best execution (legislated “cheapest” execution of trades as opposed to “best value for money”
execution).
We have seen:
x The loss of an economic model that would allow the sell-side (Wall Street) to support broadly available
equity research growth of proprietary research (created by institutions for their own use), creating an
increasing chasm between institutional “haves” and small-institution and individual-investor “have nots”
x The loss of an economic model that would support critical mass amounts of high-quality research
coverage of small- and micro-capitalization stocks by either the sell-side (Wall Street) or the buy-side
(institutional investors)
x Increased numbers of high-frequency traders who may exacerbate volatility, use algorithms to decipher
and get in front of the order flow of other investors, and whose algorithms generally ignore the
fundamental investment value in stocks
x Market impediments that discourage companies from going public
x The potential for hedge funds to usher in an age of increasingly hard-to-detect market manipulation (as a
class, hedge funds are opaque compared to mutual funds and other entities reporting as part of the
Investment Company Act of 1940)
x Best intentions give rise to decreased liquidity, increased volatility and risk
The Great Delisting Machine has given us the exclusion of long-term investors, the decline in the listed market
for public companies, and the decline in the U.S. economy.
The net result is that productivity of public company managements is increasingly drained:
x Management must take over the burden of meeting with investors.
x Increased stock price volatility distracts employees.
x Investors may be unhappy and agitating for management change.
Similarly, when market structure stunts the number of companies going public, an opportunity for job creation is
lost for lack of access to equity (and debt capital) to fuel growth.
When one considers the steady growth in GDP in the U.S., the decline in the number of IPOs is all the more
striking. If the IPO market merely kept pace with GDP growth since 1996 (using 568 as the baseline, the average
number of IPOs from 1991 through 1996), we currently would have 798 IPOs per year —approximately the same
number we had in 1996, our peak year.
34
Conversations with Michael Mayhew, Chairman and Founder of Integrity Research.
35
Wall Street Journal article by Jeff D. Opdyke and Annelena Lobb entitled, “MIA Analysts Give Companies Worries,”
dated May 26, 2008.
36
Mayhew, Mike, “The Incredible Shrinking Research Coverage!”, Integrity Research Associates, June 1, 2009 Blog.
37
Taub, Stephen, CFO.com, “Analyst (Un)coverage Hurting Small Firms,” July 16, 2004.
In its “4-Pillar Plan to Restore Liquidity in the U.S. Venture Capital Industry,” released in April 2009, the
National Venture Capital Association stressed the critical connection between a healthy IPO market and job
creation, citing a study by Global Insight stating that 92% of job growth occurs after a company goes public.
We applied these numbers to the “lost IPOs” each year since 1997, defining “lost” as the difference between the
number of corporate IPOs in 1996 (peak) and the number of corporate IPOs in each year since 1996.
We extrapolated that, at these rates, as many as 22 million jobs may have been “lost” since 1997 because of the
lack of IPOs. Note that this is a “gross” number before any related job losses or substitution. Though 22 million
may seem to be a staggering number on its own, we believe it is a reasonable estimate in the context of long-term
historical employment growth in this country.
In the 2000s, however, employment growth has fallen to approximately 5 million jobs. This decline in job
formation by the U.S. economy is coincident with the current age of Casino Capitalism, trading-oriented (as
opposed to investment-oriented) market structure, and the loss of the small IPO market feeder system.
38
U.S. Bureau of Labor Statistics
We evaluated different baseline numbers of IPOs, employees and job growth rates. Even at dramatically reduced
baseline assumptions, the results translate into several million jobs lost (Exhibit 23). For example, at just 568
IPOs per year (the pre-Bubble average), with 750 employees per company, growing at 10% annually, the results
still show that more than 4.4 million jobs may have been lost because of the absence of those IPOs.
Economists are calling increasingly for a jobless recovery out of the current recession.39 Thus, even at the low end
of our estimates, there is much to be gained by improving the state of our capital markets. It should be noted that
our estimates do not take into account incremental job growth that a vibrant IPO market would bring by:
39
Gongloff, Mark, “The Job Market Needs to Hold Up Its End,” The Wall Street Journal, Sept. 4, 2009, p. C1.
To reiterate, this is not just an IPO problem. It is a severe dysfunction that affects the macroeconomy of the U.S.
and that has grave consequences for current and future generations.
x Companies that can secure public equity capital will invest that capital to support growth and
development, thereby creating jobs. Notably, the venture-funded industries are more technology and
health care oriented, and yield higher-quality jobs. In the context of our analysis, the higher-quality jobs
are disappearing.
x Once companies can secure public equity capital, they find it easier to attract credit. This combination of
equity attracting debt to fuel expansion likely further compounds the job formation effect.
x When shareholders sell their stock and receive cash — whether that cash goes to VCs, PE funds, or
Angel investors — equity capital is freed up for reinvestment in other, generally smaller, businesses. We
conclude, then, that the lack of an IPO market is curtailing investment in small to medium-sized private
businesses and impeding their already-limited access to credit (Exhibit 24).
Even if we could fix market structure today and get back on track with 500 IPOs per year, has the foundation for
new jobs and new companies been so rocked that only a decade of gutting and restoring will position us for
rebuilding?
7. Recommended Solutions
We introduced a New Public Market proposal in our white paper, “Why are IPOs in the ICU?”. Feedback
subsequent to the publication of that paper leads us to believe the recommendations are on target and address the
fact that there are no longer economic incentives for market participants’ support of small capitalization stocks.
We have enhanced that proposal to reflect the feedback we received and have renamed that proposal,
“Alternative Public Market Segment”. The Private Market Enhancements are novel and have not been published
previously.
Yes, we can fix the U.S. stock market and drive growth.
We urge Congress and the SEC to hold immediate hearings to understand why the U.S. listed markets have shed
listings at a rate faster than any other developed market for which we have data.
We also urge them to pursue parallel solutions that, together with thoughtful oversight, will fix the “feeder
system” to the public markets that is so important to advance our economy, grow jobs, better serve consumers,
and reduce the deficit with no major expenditures by the U.S. government:
x Alternative Public Market Segment: A public market solution that provides an economic model that
supports the “value components” (research, sales and capital commitment) in the marketplace. It requires
a parallel market segment that leverages a fixed spread and commission structure.
x Enhancements to the Private Market: A private market solution that enables the creation of a
qualified investor marketplace — consisting of both institutional investors and large accredited investors
— that allows issuers to defer many of the costs of accessing private capital as a precursor to becoming a
public company. This market would serve as an important bridge to an IPO, notably in improving the
market for 144A PIPO (pre-IPO) transactions that require an issuer to list publicly in the future.
x Revitalize equity research – Research analysts should be permitted to work with investment banking
and to attend company meetings, rather than be subject to FINRA Rule 2711 and the Global Research
Analyst Settlement.
x Free companies to market their securities more broadly — We must create an environment that
better supports companies wishing to raise private equity capital. A necessary first step: create a safe
harbor for publicly marketing unregistered securities. Market participants often are paralyzed by the fear
that written materials for unregistered securities will fall into the hands of retail, non-accredited investors,
rendering the offerees illegal. Management mustn’t get mired in the process of the pitch; instead, it must
be free to focus on (and the law and SEC regulations should focus only on) the end game — the
investor.
Eliminate SEC or statutory restrictions on “general solicitation” or “general advertising,” provided the
ultimate purchasers are “qualified” investors. Permit companies and analysts to have media discussions of
company performance and news; permit companies to issue publicly their earnings releases and specific
offering-related news.
Finally, allow investment companies and ERISA accounts to invest a larger portion of their assets in
unregistered securities.
40The market would use electronic quotations to advertise indicative prices, but market makers (including “specialists”) would be left to
negotiate actual buys and sells.
Large populations of public small capitalization companies — missing now for most of the last decade — are
necessary to recreate the feeder system to sustain and grow listed markets, replenish capital into private markets,
drive job growth, and support the U.S. economy overall. However, there are tradeoffs. If we bring back
commission-based salesmen, we must expect higher rates of deceptive sales practices. Rates of fraud are likely to
increase. Consequently, the role of FINRA and the SEC — to ensure necessary supervision — will be critical.
The cost of such tradeoffs pales when compared to the returns to the average taxpayer of reinvigorated economic
growth, innovation, jobs and taxes. The cost also pales when compared to the much higher risks exposed in the
large cap area of the stock market. Consider this: Nearly doubling the size of our listed markets by adding 5,000
public companies, at a $100 million per company market value, represents $500 billion in aggregate value.
Nearly $1 trillion in value was lost when 29 of the largest financial firms collapsed from the stock markets
peak on October 7, 2007.41 Indeed, individual large cap companies have wreaked more havoc than the entire
population of small capitalization companies ever could — WorldCom had a value of $181 billion at its peak;
AIG had a value of $240 billion at its peak; Fannie Mae was at $90 billion; Global Crossing was at more than $80
billion; and Enron was at $66 billion.
Suffice it to say that Congress and the SEC would do U.S. taxpayers an enormous service by creating a capital
markets ecosystem that favors fundamental investing, discourages casino capitalism, and supports the small
capitalization feeder system that is essential to creating the industries and jobs of tomorrow — a system that
would not cost taxpayers a dime, but that would create jobs and tax revenues to restore the American Dream.
Today’s unknown innovator has the potential to be tomorrow’s global leader. The U.S. must enable the
next generation of small companies to access public markets, or it will continue to face the
consequences of America’s long-term global decline.
41
The New York Times, Sunday, September 13, 2009, “Financial Crisis, One Year Later” page 6, SundayBusiness.
Innovators42
The following is a list of entrants that are focused on the market opportunity in helping small
capitalization public and private companies. The fact that no dominant solution has yet to
emerge may be a sign of obstacles that require the attention of Congress and the regulators.
42
Capital Markets Advisory Partners (www.cmapartners.com) and SecondMarket (www.secondmarket.com)
provided information for this exhibit.
Recent developments in the small and micro-cap capital markets world have paved the way for VC backed
companies to consider other alternatives to exit. One interesting option is the use of so-called “virgin shells.” In
contrast to a traditional reverse merger, where a company merges into the dormant remains of a failed public
company, virgin shell transactions (aka Form 10 Shells) are created from scratch. This type of transaction is less
expensive than a traditional reverse merger, and also removes the possibility of any unknown legacy liabilities
affecting a company once it merges into a dormant shell.43 It allows a company to start fresh. With the advent of
Form 10 Shells, the reverse merger transaction is now a great alternative for a smaller private company to go
public. Several innovative structures, created by groups such as Keating Capital of Denver, and WestPark Capital
in Los Angeles, take advantage of this virgin shell concept to bring small private companies directly to the public
markets without the use of an IPO.
However, more research needs to be done into the aftermarket support (or lack thereof) for these companies. To
date, the niche is not of the scale necessary to replace the shortfall in IPOs and the majority of reverse mergers
never make it to a listed market (they trade on the bulletin board). In addition, the same market structure
challenges that are causing small cap stocks to be delisted (lack of economics to support research, sales and
trading support) are challenges for small reverse mergers.
There is a case to be made that a closed alternative market that preserves the aftermarket economics (spread and
commissions) to pay for the value-components of aftermarket support (research, sales and capital commitment),
would be welcome by entrepreneurs and investors.
43
“Virgin Shells: Cleaner, Cheaper, Better?” The Reverse Merger Report, Second Quarter 2006.